Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 6, 2023

PARK AEROSPACE CORP.

	(Exact Name of Registrant as Specified in Charter)


New York	1-4415	11-1734643
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	Identification No.)


1400 Old Country Road, Westbury	New York	11590
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code (631) 465-3600

Not Applicable

Former Name or Former Address, if Changed Since Last Report

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $.10 per share	PKE	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has selected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

Park Aerospace Corp. (the "Company") issued a news release on July 6, 2023 reporting its results of operations for its 2024 fiscal year first quarter ended May 28, 2023.

The Company is furnishing the news release to the Securities and Exchange Commission pursuant to Item 2.02 of Form 8-K as Exhibit 99.1 hereto, and it is incorporated herein by reference. The information in this Item 2.02 and the attached Exhibit shall not be deemed filed for purposes of Section 18 of the Security Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly stated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 News Release dated July 6, 2023

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PARK AEROSPACE CORP.


Date: July 6, 2023	By:	/s/ P. Matthew Farabaugh
	Name:	P. Matthew Farabaugh
	Title:	Senior Vice President and Chief
		Financial Officer

Exhibit 99.1

NEWS RELEASE

Contact: Donna D’Amico-Annitto	486 North Oliver Road, Bldg. Z
	Newton, Kansas 67114
	(316) 283-6500

PARK AEROSPACE CORP. REPORTS FIRST QUARTER RESULTS

Newton, Kansas, Thursday, July 6, 2023…..Park Aerospace Corp. (NYSE-PKE) reported results for the 2024 fiscal year first quarter ended May 28, 2023. The Company will conduct a conference call to discuss its financial results and other matters at 11:00 a.m. EDT today. A live audio webcast of the event, along with presentation materials, will be available at https://edge.media-server.com/mmc/p/o3artqt4 at 11:00 a.m. EDT today. The presentation materials will also be available at approximately 9:00 a.m. EDT today at https://parkaerospace.com/shareholders/investor-conference-calls/ and on the Company’s website at www.parkaerospace.com under “Investor Conference Calls” on the “Shareholders” page.

Park reported net sales of $15,551,000 for the 2024 fiscal year first quarter ended May 28, 2023 compared to $12,783,000 for the 2023 fiscal year first quarter ended May 29, 2022 and $13,530,000 for the 2023 fiscal year fourth quarter ended February 26, 2023. Net earnings for the 2024 fiscal year first quarter were $1,854,000 compared to $1,910,000 for the 2023 fiscal year first quarter and $4,706,000 for the 2023 fiscal year fourth quarter.

Net earnings before special items for the 2024 fiscal year first quarter were $2,407,000 compared to $1,910,000 for the 2023 fiscal year first quarter and $1,976,000 for the 2023 fiscal year fourth quarter. Adjusted EBITDA for the 2024 fiscal year first quarter was $3,311,000 compared to $2,804,000 for the 2023 fiscal year first quarter and $2,625,000 for the 2023 fiscal year fourth quarter.

The Company recorded $570,000 of pre-tax activist shareholder defense costs, $65,000 of pre-tax losses on sales of investments to fund the $1.00 per share special dividend paid on April 6, 2023 to shareholders of record on March 9, 2023 and a $109,000 pre-tax charge for the modification of previously granted stock options in connection with the special dividend in the 2024 fiscal year first quarter. The Company recognized a tax benefit of $2,791,000 in the 2023 fiscal year fourth quarter primarily from the reduction of uncertain tax positions related to expiring statute of limitations on tax positions taken in prior years regarding the taxability of funds repatriated from the Company’s subsidiary in Singapore, and the Company recorded $61,000 of additional tax expense for tax deductions becoming unavailable related to stock options expiring unexercised in the 2023 fiscal year fourth quarter.

Park reported basic and diluted earnings per share of $0.09 for the 2024 fiscal year first quarter compared to $0.09 for the 2023 fiscal year first quarter and $0.23 for the 2023 fiscal year fourth quarter. Basic and diluted earnings per share before special items were $0.12 for the 2024 fiscal year first quarter compared to $0.09 for the 2023 fiscal year first quarter and $0.10 for the 2023 fiscal year fourth quarter.

The Company will conduct a conference call to discuss its financial results at 11:00 a.m. EDT today. Forward-looking and other material information may be discussed in this conference call. The conference call dial-in number is (877) 407-3982 in the United States and Canada, and (201) 493-6780 in other countries. The required passcode for attendance by phone is 13739595.

For those unable to listen to the call live, a conference call replay will be available from approximately 2:00 p.m. EDT today through 11:59 p.m. EDT on Thursday, July 13, 2023. The conference call replay will be available at https://edge.media-server.com/mmc/p/o3artqt4 and on the Company’s website at www.parkaerospace.com under “Investor Conference Calls” on the “Shareholders” page. It can also be accessed by dialing (844) 512-2921 in the United States and Canada and (412) 317-6671 in other countries. The required passcode for accessing the replay by phone is 13739595.

Any additional material financial or statistical data disclosed in the conference call, including the investor presentation, will also be available at the time of the conference call on the Company's web site at

https://parkaerospace.com/shareholders/investor-conference-calls/.

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Park believes that an evaluation of its ongoing operations would be difficult if the disclosure of its operating results were limited to accounting principles generally accepted in the United States of America (“GAAP”) financial measures, which include special items, such as activist shareholder defense costs, losses on sales of investments, charge for modification of previously granted stock options, reductions in uncertain tax positions and tax deductions becoming unavailable. Accordingly, in addition to disclosing its operating results determined in accordance with GAAP, Park discloses non-GAAP measures, including Adjusted EBITDA, and operating results that exclude special items in order to assist its shareholders and other readers in assessing the Company’s operating performance, since the Company’s on-going, normal business operations do not include such special items. The detailed operating information presented below includes a reconciliation of the non-GAAP operating results before special items to earnings determined in accordance with GAAP and a reconciliation of GAAP pre-tax earnings to Adjusted EBITDA. Such non-GAAP financial measures are provided to supplement the results provided in accordance with GAAP.

Park Aerospace Corp. develops and manufactures solution and hot-melt advanced composite materials used to produce composite structures for the global aerospace markets. Park’s advanced composite materials include film adhesives and lightning strike protection materials. Park offers an array of composite materials specifically designed for hand lay-up or automated fiber placement (AFP) manufacturing applications. Park’s advanced composite materials are used to produce primary and secondary structures for jet engines, large and regional transport aircraft, military aircraft, Unmanned Aerial Vehicles (UAVs commonly referred to as “drones”), business jets, general aviation aircraft and rotary wing aircraft. Park also offers specialty ablative materials for rocket motors and nozzles and specially designed materials for radome applications. As a complement to Park’s advanced composite materials offering, Park designs and fabricates composite parts, structures and assemblies and low volume tooling for the aerospace industry. Target markets for Park’s composite parts and structures (which include Park’s proprietary composite SigmaStrut™ and AlphaStrut™ product lines) are, among others, prototype and development aircraft, special mission aircraft, spares for legacy military and civilian aircraft and exotic spacecraft. Park’s objective is to do what others are either unwilling or unable to do. When nobody else wants to do it because it is too difficult, too small or too annoying, sign us up.

Additional corporate information is available on the Company’s web site at www.parkaerospace.com

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Performance table, including non-GAAP information (in thousands, except per share amounts –unaudited):

	13 Weeks Ended

	May 28, 2023			May 29, 2022		February 26, 2023
Sales	$	15,551		$	12,783	$	13,530

Net Earnings before Special Items¹	$	2,407		$	1,910	$	1,976
Special Items, Net of Tax:
Activist Shareholder Defense Costs		(424	)		-		-
Stock Option Modification		(81	)		-		-
Loss on Sale of Marketable Securities		(48	)		-		-
Reduction in Unceratin Tax Positions		-			-		2,791
Tax Impact of Cancelled Stock Options		-			-		(61	)
Net Earnings	$	1,854		$	1,910	$	4,706

Basic Earnings per Share:
Basic Earnings before Special Items¹	$	0.12		$	0.09	$	0.10
Special Items:
Activist Shareholder Defense Costs		(0.02	)		-		-
Stock Option Modification		(0.01	)		-		-
Loss on Sale of Marketable Securities		-			-		-
Reduction in Unceratin Tax Positions		-			-		0.13
Tax Impact of Cancelled Stock Options		-			-		-
Basic Earnings per Share	$	0.09		$	0.09	$	0.23



Diluted Earnings before Special Items¹	$	0.12		$	0.09	$	0.10
Special Items:
Activist Shareholder Defense Costs		(0.02	)		-		-
Stock Option Modification		(0.01	)		-		-
Loss on Sale of Marketable Securities		-			-		-
Reduction in Unceratin Tax Positions		-			-		0.13
Tax Impact of Cancelled Stock Options		-			-		-
Diluted Earnings per Share	$	0.09		$	0.09	$	0.23

Weighted Average Shares Outstanding:
Basic		20,461			20,458		20,471
Diluted		20,526			20,504		20,518

¹Refer to "Reconciliation of non-GAAP financial measures" below for information regarding Special Items.

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Comparative balance sheets (in thousands):

	May 28, 2023		February 26, 2023
	(unaudited)
Assets

Current Assets

Cash and Marketable Securities	$	81,105	$	105,440
Accounts Receivable, Net		11,600		9,989
Inventories		7,911		6,768
Prepaid Expenses and Other Current Assets		2,691		2,844
Total Current Assets		103,307		125,041

Fixed Assets, Net		24,112		24,251
Operating Right-of-use Assets		136		150
Other Assets		9,888		9,891
Total Assets	$	137,443	$	159,333

Liabilities and Shareholders' Equity
Current Liabilities
Accounts Payable	$	3,859	$	4,545
Accrued Liabilities		1,984		1,346
Dividend Payable		-		20,471
Operating Lease Liability		53		53
Income Taxes Payable		3,902		2,171
Total Current Liabilities		9,798		28,586

Long-term Operating Lease Liability		118		129
Non-current Income Taxes Payable		9,255		10,938
Deferred Income Taxes		1,996		1,995
Other Liabilities		1,782		1,751
Total Liabilities		22,949		43,399

Shareholders’ Equity		114,494		115,934

Total Liabilities and Shareholders' Equity	$	137,443	$	159,333

Additional information
Equity per Share	$	5.63	$	5.66

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Comparative statements of operations (in thousands – unaudited):

	13 Weeks Ended

	May 28, 2023			May 29, 2022			February 26, 2023

Net Sales	$	15,551		$	12,783		$	13,530

Cost of Sales		10,718			8,691			9,679

Gross Profit		4,833			4,092			3,851
% of net sales		31.1	%		32.0	%		28.5	%

Selling, General & Administrative Expenses		2,615			1,633			1,631
% of net sales		16.8	%		12.8	%		12.1	%

Earnings from Operations		2,218			2,459			2,220

Interest and Other Income:
Interest Income		324			133			425

Earnings from Operations before Income Taxes		2,542			2,592			2,645

Income Tax Provision / (Benefit)		688			682			(2,061	)
Net Earnings	$	1,854		$	1,910		$	4,706
% of net sales		11.9	%		14.9	%		34.8	%

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Reconciliation of non-GAAP financial measures (in thousands – unaudited):

	13 Weeks Ended May 28, 2023									13 Weeks Ended May 29, 2022								13 Weeks Ended February 26, 2023
	GAAP			Specials Items			Before Special Items			GAAP			Specials Items		Before Special Items			GAAP			Specials Items			Before Special Items

Selling, General & Administrative Expenses	$	2,615		$	(679	)	$	1,936		$	1,633		$	-	$	1,633		$	1,631		$	-		$	1,631
% of net sales		16.8	%					12.4	%		12.8	%				12.8	%		12.1	%					12.1	%

Earnings from Operations		2,218			679			2,897			2,459			-		2,459			2,220			-			2,220
% of net sales		14.3	%					18.6	%		19.2	%				19.2	%		16.4	%					16.4	%

Interest Income		324			65			389			133			-		133			425			-			425
% of net sales		2.1	%					2.5	%		1.0	%				1.0	%		3.1	%					3.1	%

Earnings from Operations before Income Taxes		2,542			744			3,286			2,592			-		2,592			2,645			-			2,645
% of net sales		16.3	%					21.1	%		20.3	%				20.3	%		19.5	%					19.5	%

Income Tax Provision / (Benefit)		688			191			879			682			-		682			(2,061	)		2,730			669
Effective Tax Rate		27.1	%					26.7	%		26.3	%				26.3	%		-77.9	%					25.3	%

Net Earnings		1,854			553			2,407			1,910			-		1,910			4,706			(2,730	)		1,976
% of net sales		11.9	%					15.5	%		14.9	%				14.9	%		34.8	%					14.6	%


Net Earnings Before Special Items								2,407								1,910									1,976
Addback non-cash expenses:
Income Tax Provision								879								682									669
Interest Income								(389	)							(133	)								(425	)
Depreciation								305								260									310
Stock Option Expense								109								85									95
Adjusted EBITDA								3,311								2,804									2,625

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Document And Entity Information	Jul. 06, 2023
Document Information [Line Items]
Entity, Registrant Name	PARK AEROSPACE CORP.
Document, Type	8-K
Document, Period End Date	Jul. 06, 2023
Entity, Incorporation, State or Country Code	NY
Entity, File Number	1-4415
Entity, Tax Identification Number	11-1734643
Entity, Address, Address Line One	1400 Old Country Road
Entity, Address, City or Town	Westbury
Entity, Address, State or Province	NY
Entity, Address, Postal Zip Code	11590
City Area Code	631
Local Phone Number	465-3600
Title of 12(b) Security	Common Stock
Trading Symbol	PKE
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000076267